It's so shameless, so psychotically nervous about keeping you ''thrilled,'' that the phrase over the top won't do it justice. It's like a drug designed for people who've done every drug and now want to be jet-propelled into numbness.

Parents need to know that one character, a convicted rapist, threatens to rape a female guard and later attempts it. The film implies that a mass murderer killed a little girl (later, we find out he didn't). Characters graphically describe murders and rapes they have committed; many kill again, on screen and gruesomely.

Families can talk about why movies like Con Air make murder seem so easy. Why don't any of the characters seem affected by the murders they've just committed? Families may also want to discuss why the film depicts the felons as dangerous but also loveable. Families may also want to discuss Poe's heroics. Do women need to be saved? How do men in your family show they love women? Did Poe defend his wife's honor by fighting those men, or was he really defending his masculinity?

The good stuff

Messages: The plane is full of antisocial and sociopathic criminals who act in accordance; one stereotypically gay inmate; a lot of disrespect for authority.

What to watch for

Violence: An inmate threatens then attempts to rape a female guard; several people are shot to death; an arm is severed from a body; a body is thrown from the plane.

Sex: Not an issue

Language: The "n" word is used several times; crude terms for a woman's vagina are used to belittle men; general swearing.

Consumerism: The end is an ad for Las Vegas.

Drinking, drugs and smoking: Some smoking and drinking, but not by the main character.

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